The Board of Directors of Active Biotech AB (publ) has issued a
notice to the Annual General Meeting, which is to take place on
Thursday, May 26, 2016, at 5 pm at Elite Hotel Ideon, Scheelevägen
27 in Lund, Sweden.
Please see the attached notification, which is being announced
within short in Svenska Dagbladet and Post- och Inrikes
Tidningar.
Lund, April 26, 2016
ACTIVE BIOTECH AB (PUBL) THE BOARD OF DIRECTORS
Active Biotech AB (publ) (Nasdaq Stockholm: ACTI) is a
biotechnology company with focus on neurodegenerative/inflammatory
diseases and cancer. Laquinimod, an orally administered small
molecule with unique immunomodulatory properties, is in pivotal
Phase 3 development for the treatment of relapsing remitting
multiple sclerosis. Also, laquinimod is in Phase 2 development for
the treatment of primary progressive multiple sclerosis and
Huntington's disease. Furthermore, commercial activities are
conducted for the ISI, ANYARA and paquinimod projects. Please visit
www.activebiotech.com for more information.
Active Biotech AB PO Box 724, SE-220 07 Lund Sweden Tel: +46
(0)46-19 20 00 Fax: +46 (0)46-19 11 05
Active Biotech is obligated to publish the information contained
in this press release in accordance with the Swedish Securities
Market Act and/or the Financial Instruments Trading Act. This
information was provided to the media for publication at 8:30 am
CET on April 26, 2016.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
The shareholders of Active Biotech AB (publ) are invited to the
Annual General Meeting of shareholders to be held on Thursday, May
26, 2016, at 5.00 pm at Elite Hotel Ideon, Scheelevägen 27 in Lund,
Sweden.
ENTITLEMENT TO PARTICIPATE Shareholders who wish to participate
in the Meeting must (i) be recorded in the register of shareholders
maintained by Euroclear Sweden AB on Friday, May 20, 2016, and (ii)
notify the Company of their intention to participate in the Meeting
not later than on Friday, May 20, 2016. Shareholders who have
trustee-registered their shares must re-register the shares in
their own name to be entitled to participate in the Meeting. Such
registration, which may be temporary, must be completed on Friday,
May 20, 2016. Accordingly, shareholders must inform the trustee of
this request in ample time prior to this date. There are a total of
89,908,298 shares and votes in Active Biotech. The Company holds no
treasury shares.
NOTICE OF PARTICIPATION Notice of participation in the Meeting
can be made in writing to Active Biotech AB (publ), Attn: Susanne
Jönsson, P.O. Box 724, SE-220 07 Lund, Sweden, by fax +46 (0)46-19
20 50, by telephone +46 (0)46-19 20 00 or by e-mail to
susanne.jonsson@activebiotech.com. The notice shall include name,
personal/corporate identity number, number of shares held, daytime
telephone number and, if applicable, the number of advisors (not
more than two) that will accompany the shareholder at the Meeting.
Shareholders represented by proxy shall issue a dated and signed
power of attorney for the proxy. If the power of attorney is issued
on behalf of a legal entity, a certified copy of a registration
certificate or corresponding document shall be appended. The
original power of attorney and, where applicable, the certificate
should be submitted to the Company at the address indicated above
well in advance of the Meeting. Proxy forms are provided at the
Company's website, www.activebiotech.com, and sent to shareholders
that so request.
PROPOSED AGENDA 1. Opening of the Meeting 2. Election
of Chairman of the Meeting 3. Preparation and approval of the
voting list 4. Election of one or two persons to verify the
minutes 5. Approval of the agenda for the Meeting
6. Determination of whether the Meeting has been duly convened
7. Presentation of the Annual Report and the Auditors' Report,
and the Consolidated Accounts and the Auditors' Report for the
Group 8. CEO's account of operations 9. Resolution
concerning the adoption of the Income Statement and the Balance
Sheet, and the Consolidated Income Statement and the Consolidated
Balance Sheet 10. Resolution concerning the disposition of the
Company's results pursuant to the adopted Balance Sheet
11. Resolution on discharge from liability of the members of
the Board of Directors and the CEO 12. Determination of the
number of members and deputy members of the Board of Directors and
the number of auditors and deputy auditors 13. Determination
of fees payable to the Board of Directors and auditors
14. Election of the Board of Directors, Chairman of the Board
and auditor 15. Resolution concerning Election Committee
16. The Board of Director's proposal regarding guidelines for
remuneration of senior executives 17. The Board of Director's
proposal regarding share issue authorization 18. Closing of
the Meeting
PROPOSED RESOLUTIONS
Disposition of the Company's profits or losses (item
10) The Board proposes that no dividend be paid and that
the Company's accumulated loss be carried forward.
Board of Directors, etc. (items 2, 12, 13 and
14) The Election Committee, comprising Mats Arnhög
(Chairman of the Board), Johnny Sommarlund (MGA Holding), Tomas
Billing (Nordstjernan) and Lennart Johansson (Investor), proposes
the following: Chairman of the Meeting: Attorney at law Erik
Sjöman. Number of members and deputy members of the Board of
Directors: four ordinary members with no deputies. Fees payable to
the Board of Directors: unchanged SEK 250,000 to the Chairman of
the Board and SEK 125,000 to each of the other Board members who
are not employees of the Company. The fee payable to a member of
the Board of Directors may, if agreed with Active Biotech, be
invoiced through a company, whereby the invoiced fee shall be
adjusted in order to obtain cost neutrality for Active Biotech.
Board of Directors: re-election of Mats Arnhög, Magnhild
Sandberg-Wollheim, Peter Sjöstrand and Peter Thelin. Chairman of
the Board: re-election of Mats Arnhög. Number of auditors and
deputy auditors: one auditor with no deputies. Fees payable to the
auditor: in accordance with approved invoices within the scope of
the tender. Auditors: re-election of KPMG AB.
Election Committee (item 15) The Election
Committee proposes that the Meeting assign the Chairman of the
Board the task of convening an Election Committee, based on the
ownership structure at the end of September 2016, comprising the
Chairman of the Board and one representative of each of the three
largest shareholders of the Company. The Election Committee shall
remain in place until the following Election Committee has been
appointed. If a member of the Election Committee no longer
represents one of the three largest shareholders in the Company,
the Election Committee is entitled to dismiss the member. In the
event that a member of the Election Committee resigns or is
dismissed, the Election Committee may appoint another
representative of the major shareholders to replace such a member.
The Election Committee shall perform its duties in accordance with
the stipulations for Election Committees stated in the Swedish Code
of Corporate Governance.
Guidelines for remuneration of senior executives (item
16) The Board proposes guidelines principally entailing
that the Company shall offer total remuneration on market terms,
facilitating the recruitment and retention of competent senior
executives. Remuneration of senior executives may comprise fixed
salary, any variable salary, pensions and other benefits. The fixed
salary shall take into consideration the individual's area of
responsibility and experience. The variable salary shall, where
applicable, depend on the individual's fulfillment of quantitative
and qualitative goals. Pension benefits shall comprise
defined-contribution schemes. For senior executives covered by the
ITP plan, pension premiums shall correspond to the stipulations in
the ITP plan. For other senior executives, pension premiums shall
not exceed 25 percent of the fixed salary. The guidelines
correspond to the principles applied to date.
Share issue authorization (item 17) The Board
proposes that the Meeting resolve to grant authorization to the
Board, for a period that does not extend past the date of the next
Annual General Meeting, on one or several occasions, with or
without pre-emptive rights for shareholders, to resolve on the
issue of new shares and/or convertibles. It should also be possible
to make such an issue resolution stipulating in-kind payment, the
right to offset debt or other conditions. The authorization may not
be utilized to a greater extent than would enable a total of not
more than seven million shares to be issued and/or arise through
the conversion of convertibles issued with the support of the
authorization. The purpose of the authorization is to enable the
financing, commercialization and development of the Company's
projects and to provide flexibility in commercial negotiations
relating to partnerships.
DOCUMENTATION, ETC. The Annual Report and other supporting
resolution documentation will be held available at the Company's
premises at Scheelevägen 22 in Lund, Sweden, and on the Company's
website, www.activebiotech.com, not later than three weeks prior to
the Meeting. The documents will be sent to shareholders who request
a copy and specify their postal address. Shareholders are reminded
of their right to request information under Chapter 7, Section 32
of the Swedish Companies Act.
Lund, April 2016 The Board of Directors of Active
Biotech AB (publ)
160426 Invitation AGM 2016_ENG
http://hugin.info/1002/R/2006795/741565.pdf
HUG#2006795
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